**Exhibit 10.11**

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**INVESTMENTMANAGEMENT TRUST AGREEMENT**

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ThisAgreement is made as of October 19, 2005 by and between Federal ServicesAcquisition Corporation (the “Company”) and Continental Stock Transfer &Trust Company (“Trustee”).

 

WHEREAS,the Company’s Registration Statement on Form S-1, No. 333-124638 (“RegistrationStatement”), for its initial public offering of securities (“IPO”) has beendeclared effective as of the date hereof by the Securities and ExchangeCommission (“Effective Date”); and

 

WHEREAS,CRT Capital Group LLC (“CRT”) is acting as the underwriter in the IPO; and

 

WHEREAS,as described in the Company’s Registration Statement, and in accordance withthe Company’s Certificate of Incorporation, $117,180,000 of the gross proceedsof the IPO ($135,135,000 if the underwriters over-allotment option is exercisedin full) will be delivered to the Trustee to be deposited and held in a trustaccount for the benefit of the Company and the holders of the Company’s commonstock, par value $.0001 per share, issued in the IPO as hereinafter provided andin the event the Units are registered in Colorado, pursuant to Section11-51-302(6) of the Colorado Revised Statutes. A copy of the Colorado Statuteis attached hereto and made a part hereof (the amount to be delivered to theTrustee will be referred to herein as the “Property”, the stockholders forwhose benefit the Trustee shall hold the Property will be referred to as the “PublicStockholders,” and the Public Stockholders and the Company will be referred to togetheras the “Beneficiaries”); and

 

WHEREAS,the Company and the Trustee desire to enter into this Agreement to set forththe terms and conditions pursuant to which the Trustee shall hold the Property;

 

IT ISAGREED:

 

1.             Agreementsand Covenants of Trustee. The Trustee hereby agrees and covenants to:

 

(a)           Holdthe Property in trust for the Beneficiaries in accordance with the terms ofthis Agreement, including the terms of Section 11-51-302(6) of the ColoradoStatute, in a segregated trust account (“Trust Account”) established by theTrustee at a branch of JPMorgan Chase NY Bank selected by the Trustee;

 

(b)           Manage,supervise and administer the Trust Account subject to the terms and conditionsset forth herein;

 

(c)           Ina timely manner, upon the instruction of the Company, to invest and reinvestthe Property in money market funds or any “Government Security.” As usedherein, Government Security means any Treasury Bill issued by the UnitedStates, having a maturity of one hundred and eighty days or less;

 

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(d)           Collectand receive, when due, all principal and income arising from the Property,which shall become part of the “Property,” as such term is used herein;

 

(e)           Notifythe Company and CRT of all communications received by it with respect to anyProperty requiring action by the Company;

 

(f)            Supplyany necessary information or documents as may be requested by the Company inconnection with the Company’s preparation of the tax returns for the TrustAccount;

 

(g)           Participatein any plan or proceeding for protecting or enforcing any right or interestarising from the Property if, as and when instructed by the Company to do so;

 

(h)           Renderto the Company and to CRT, and to such other person as the Company mayinstruct, in writing, monthly statements of the activities of and amounts inthe Trust Account reflecting all receipts and disbursements of the TrustAccount;

 

(i)            Ifthere is any income tax obligation relating to the income of the Property inthe Trust Account, then, at the written instruction of the Company, the Trusteeshall issue a check directly to the taxing authorities designated by theCompany, out of the Property in the Trust Account, the amount indicated by theCompany as owing to each such taxing authority; and

 

(j)            Commenceliquidation of the Trust Account only after receipt of and only in accordancewith the terms of a letter (“Termination Letter”), in a form substantiallysimilar to that attached hereto as either Exhibit A or Exhibit B, signed onbehalf of the Company by its President or Chairman of the Board and Secretaryand affirmed by its entire Board of Directors, and complete the liquidation ofthe Trust Account and distribute the Property in the Trust Account only asdirected in the Termination Letter and the other documents referred to therein;provided, however, that in the event that a Termination Letterhas not been received by April 25, 2006 (or the date that is the six monthanniversary of such date, in the event that (i) a letter of intent, agreementin principle or definitive agreement has been executed prior to such date inconnection with a Business Combination (as defined in the Termination Letterattached hereto as Exhibit A) that has not been consummated by October 25, 2007and (ii) the Company has complied with Section 2(d) hereof prior to such date),the Trust Account shall be liquidated in accordance with the procedures setforth in the Termination Letter attached as Exhibit B to the stockholders ofrecord on the record date; provided, further, that the recorddate shall be within ten (10) days of April 25, 2007 (or the date that is thesix month anniversary of such date, in the event that (i) a letter of intent,agreement in principle or definitive agreement has been executed prior to suchdate in connection with a Business Combination that has not been consummated byOctober 25, 2007 and (ii) the Company has complied with Section 2(d) hereofprior to such date), or as soon thereafter as is practicable. In all cases, theTrustee shall provide CRT with a copy of any Termination Letter and/or anyother correspondence that it receives with respect to any proposed withdrawalfrom the Trust Account promptly after it receives the same.

 

2.             Agreementsand Covenants of the Company. The Company hereby agrees and covenants to:

 

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(a)           Giveall instructions to the Trustee hereunder in writing, signed by the Company’sPresident or Chairman of the Board. In addition, except with respect to itsduties under paragraph 1(i) above, the Trustee shall be entitled to rely on,and shall be protected in relying on, any verbal or telephonic advice orinstruction which it in good faith believes to be given by any one of thepersons authorized above to give written instructions, provided that the Companyshall promptly confirm such instructions in writing;

 

(b)           Holdthe Trustee harmless and indemnify the Trustee from and against, any and allexpenses, including reasonable counsel fees and disbursements, or loss sufferedby the Trustee in connection with any action, suit or other proceeding broughtagainst the Trustee involving any claim, or in connection with any claim ordemand which in any way arises out of or relates to this Agreement, theservices of the Trustee hereunder, or the Property or any income earned frominvestment of the Property, except for expenses and losses resulting from theTrustee’s gross negligence or willful misconduct. Promptly after the receipt bythe Trustee of notice of demand or claim or the commencement of any action,suit or proceeding, pursuant to which the Trustee intends to seekindemnification under this paragraph, it shall notify the Company in writing ofsuch claim (hereinafter referred to as the “Indemnified Claim”). The Trusteeshall have the right to conduct and manage the defense against such IndemnifiedClaim, provided, that the Trustee shall obtain the consent of the Company withrespect to the selection of counsel, which consent shall not be unreasonablywithheld. The Company may participate in such action with its own counsel;

 

(c)           Paythe Trustee an initial acceptance fee of $1,000 and a monthly fee of $300 (itbeing expressly understood that the Property shall not be used to pay such fee).The Company shall pay the Trustee the initial acceptance fee and the fee forthe first twelve months at the consummation of the IPO and thereafter on theanniversary of the Effective Date. The Trustee shall refund to the Company thefee (on a pro rata basis) with respect to any period after the liquidation ofthe Trust Fund. The Company shall not be responsible for any other fees orcharges of the Trustee except as may be provided in paragraph 2(b) hereof (itbeing expressly understood that the Property shall not be used to make anypayments to the Trustee under such paragraph);

 

(d)           Provideto the Trustee any letter of intent, agreement in principle or definitiveagreement that is executed in connection with a Business Combination, togetherwith a certified copy of a unanimous resolution of the Board of Directors ofthe Company affirming that such letter of intent, agreement in principle ordefinitive agreement is in effect; and

 

(e)           Inconnection with any vote of the Company’s stockholders regarding a BusinessCombination, provide to the Trustee an affidavit or certificate of a firmregularly engaged in the business of soliciting proxies and tabulatingstockholder votes (which firm may be the Trustee) verifying the vote of theCompany’s stockholders regarding such Business Combination.

 

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3.             Limitationsof Liability. The Trustee shall have no responsibility or liability to:

 

(a)           Takeany action with respect to the Property, other than as directed in paragraph 1hereof and the Trustee shall have no liability to any party except forliability arising out of its own gross negligence or willful misconduct;

 

(b)           Instituteany proceeding for the collection of any principal and income arising from, orinstitute, appear in or defend any proceeding of any kind with respect to, anyof the Property unless and until it shall have received instructions from theCompany given as provided herein to do so and the Company shall have advancedor guaranteed to it funds sufficient to pay any expenses incident thereto;

 

(c)           Changethe investment of any Property, other than in compliance with paragraph 1(c);

 

(d)           Refundany depreciation in principal of any Property;

 

(e)           Assumethat the authority of any person designated by the Company to give instructionshereunder shall not be continuing unless provided otherwise in suchdesignation, or unless the Company shall have delivered a written revocation ofsuch authority to the Trustee;

 

(f)            Theother parties hereto or to anyone else for any action taken or omitted by it,or any action suffered by it to be taken or omitted, in good faith and in theexercise of its own best judgment, except for its gross negligence or willfulmisconduct. The Trustee may rely conclusively and shall be protected in actingupon any order, notice, demand, certificate, opinion or advice of counsel(including counsel chosen by the Trustee), statement, instrument, report orother paper or document (not only as to its due execution and the validity andeffectiveness of its provisions, but also as to the truth and acceptability ofany information therein contained) which is believed by the Trustee, in goodfaith, to be genuine and to be signed or presented by the proper person orpersons. The Trustee shall not be bound by any notice or demand, or any waiver,modification, termination or rescission of this agreement or any of the termshereof, unless evidenced by a written instrument delivered to the Trusteesigned by the proper party or parties and, if the duties or rights of theTrustee are affected, unless it shall give its prior written consent thereto;

 

(g)           Verifythe correctness of the information set forth in the Registration Statement orto confirm or assure that any acquisition made by the Company or any otheraction taken by it is as contemplated by the Registration Statement; and

 

(h)           Fileinformation returns with the United States Internal Revenue Service and payeestatements with the Company, documenting the taxes payable by the Company, ifany, relating to interest earned on the Property.

 

4.             TrustAccount Waiver. The Trustee has no right, title, interest, or claim of anykind (“Claim”) in or to any monies in the Trust Account, and hereby waives anyClaim in or to any monies in the Trust Account it may have in the future, andhereby agrees not to seek 

 

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recourse, reimbursement, payment or satisfaction forany Claim against the Trust Account for any reason whatsoever.

 

5.             Termination.This Agreement shall terminate as follows:

 

(a)           Ifthe Trustee gives written notice to the Company that it desires to resign underthis Agreement, the Company shall use its reasonable efforts to locate asuccessor trustee. At such time that the Company notifies the Trustee that asuccessor trustee has been appointed by the Company and has agreed to becomesubject to the terms of this Agreement, the Trustee shall transfer themanagement of the Trust Account to the successor trustee, including but notlimited to the transfer of copies of the reports and statements relating to theTrust Account, whereupon this Agreement shall terminate; provided, however,that, in the event that the Company does not locate a successor trustee withinninety days of receipt of the resignation notice from the Trustee, the Trusteemay submit an application to have the Property deposited with the United StatesDistrict Court for the Southern District of New York and upon such deposit, theTrustee shall be immune from any liability whatsoever; or

 

(b)           Atsuch time that the Trustee has completed the liquidation of the Trust Account inaccordance with the provisions of paragraph 1 (i) hereof, and distributed theProperty in accordance with the provisions of the Termination Letter, thisAgreement shall terminate except with respect to Paragraph 2(b).

 

6.             Miscellaneous.

 

(a)           TheCompany and the Trustee each acknowledge that the Trustee will follow thesecurity procedures set forth below with respect to funds transferred from theTrust Account. Upon receipt of written instructions, the Trustee will confirmsuch instructions with an Authorized Individual at an Authorized TelephoneNumber listed on the attached Exhibit C. The Company and the Trustee will eachrestrict access to confidential information relating to such securityprocedures to authorized persons. Each party must notify the other partyimmediately if it has reason to believe unauthorized persons may have obtainedaccess to such information, or of any change in its authorized personnel. Inexecuting funds transfers, the Trustee will rely upon account numbers or otheridentifying numbers of a beneficiary, beneficiary’s bank or intermediary bank,rather than names. The Trustee shall not be liable for any loss, liability orexpense resulting from any error in an account number or other identifyingnumber, provided it has accurately transmitted the numbers provided.

 

(b)           ThisAgreement shall be governed by and construed and enforced in accordance withthe laws of the State of New York, without giving effect to conflict of laws. Itmay be executed in several counterparts, each one of which shall constitute anoriginal, and together shall constitute but one instrument.

 

(c)           ThisAgreement contains the entire agreement and understanding of the parties heretowith respect to the subject matter hereof. This Agreement or any provisionhereof may only be changed, amended or modified by a writing signed by each ofthe parties hereto; provided, however, that no such change, amendment ormodification may be made without the 

 

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prior written consent of CRT. As to any claim,cross-claim or counterclaim in any way relating to this Agreement, each partywaives the right to trial by jury.

 

(d)           Theparties hereto consent to the jurisdiction and venue of any state or federalcourt located in the City of New York for purposes of resolving any disputeshereunder.

 

(e)           Anynotice, consent or request to be given in connection with any of the terms orprovisions of this Agreement shall be in writing and shall be sent by expressmail or similar private courier service, by certified mail (return receiptrequested), by hand delivery or by facsimile transmission:

 

If tothe Trustee, to:

 

Continental StockTransfer& Trust Company17 Battery PlaceNew York, New York 10004Attn:  Steven G. NelsonFax No.:  (212) 509-5150

 

If tothe Company, to:

 

Federal ServicesAcquisition Corporation900 Third Avenue, 33rd FloorNew York, New York 10022Attn:  Joel R. Jacks, ChairmanFax No.:  (212) 371-7254

 

ineither case with a copy to:

 

CRT Capital Group LLC262 Harbor DriveStamford, CT  06902Attn:  Christopher Chase, ManagingDirectorFax No.: (203) 569-6890

 

(f)            ThisAgreement may not be assigned by the Trustee without the prior written consentof the Company and CRT.

 

(g)           Eachof the Trustee and the Company hereby represents that it has the full right andpower and has been duly authorized to enter into this Agreement and to performits respective obligations as contemplated hereunder. The Trustee acknowledgesand agrees that it shall not make any claims or proceed against the TrustAccount, including by way of set-off, and shall not be entitled to any funds inthe Trust Account under any circumstance.

 

(h)           TheTrustee hereby consents to the inclusion of Continental Stock Transfer &Trust Company in the Registration Statement and other materials relating to theIPO.

 

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INWITNESS WHEREOF, the parties have duly executed this Investment ManagementTrust Agreement as of the date first written above.

 
|   | CONTINENTAL  STOCK TRANSFER                 |
|--------|---------------------------------------------|
|   | &  TRUST COMPANY, as Trustee            |
|   |                                        |
|   |                                        |
|   | By:                                         | /s/  STEVEN NELSON |   |
|   |                                        |  Name:  Steven Nelson |
|   |                                        |  Title:  Chairman |
|   |                                        |
|   |                                        |
|   | FEDERAL  SERVICES ACQUISITION   CORPORATION |
|   |                                        |
|   |                                        |
|   | By:                                         | /s/  JOEL R. JACKS |   |
|   |                                        | Name:  Joel R. Jacks |
|   |                                        | Title:  Chairman and Chief Executive Officer |
|        |                                             |  |  |  |

 

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EXHIBIT A

 

[Letterheadof Company][Insert date]

 

Continental Stock Transfer& Trust Company17 Battery PlaceNew York, New York 10004Attn:  Steven Nelson

 

Re:  TrustAccount No. Termination Letter

 

Gentlemen:

 

Pursuantto the Investment Management Trust Agreement between Federal ServicesAcquisition Corporation (“Company”) and Continental Stock Transfer & TrustCompany (“Trustee”), dated as of October 19, 2005 (“Trust Agreement’), this isto advise you that the Company has entered into an agreement (“BusinessAgreement”) with                     (“TargetBusiness”) to consummate a business combination with Target Business (“BusinessCombination”) on or about [insert date]. The Company shall notify you at least twobusiness days in advance of the actual date of the consummation of the BusinessCombination (“Consummation Date”).

 

Pursuantto Section 2(e) of the Trust Agreement, we are providing you with [anaffidavit] [certificate of                  ],which verifies the vote of the Company’s stockholders in connection with theBusiness Combination. In accordance with the terms of the Trust Agreement, wehereby authorize you to commence liquidation of the Trust Account to the effectthat, on the Consummation Date, all of the funds held in the Trust Account willbe immediately available for transfer to the account or accounts that theCompany shall direct on the Consummation Date.

 

On theConsummation Date (i) counsel for the Company shall deliver to you written notificationthat (a) the Business Combination has been consummated and (b) if applicable,the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statutehave been met, and (ii) the Company shall deliver to you written instructionswith respect to the transfer of the funds held in the Trust Account (“InstructionLetter”). You are hereby directed and authorized to transfer the funds held inthe Trust Account immediately upon your receipt of the counsel’s letter and theInstruction Letter, in accordance with the terms of the Instruction Letter. Inthe event that certain deposits held in the Trust Account may not be liquidatedby the Consummation Date without penalty, you will notify the Company of thesame and the Company shall direct you as to whether such funds should remain inthe Trust Account and be distributed after the Consummation Date to the Company.Upon the distribution of all the funds in the Trust Account pursuant to theterms hereof, the Trust Agreement shall be terminated and the Trust Accountclosed.

 

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In theevent that the Business Combination is not consummated on the Consummation Datedescribed in the notice thereof and we have not notified you on or before theoriginal Consummation Date of a new Consummation Date, then the funds held inthe Trust Account shall be reinvested as provided in the Trust Agreement on thebusiness day immediately following the Consummation Date as set forth in thenotice.

 
|   | Very  truly yours,                          |
|--------|---------------------------------------------|
|   |                                        |
|   | FEDERAL  SERVICES ACQUISITION   CORPORATION |
|   |                                        |
|   | By:                                         |   |   |
|   |                                        |   |   |
|   | By:                                         |   |   |

 

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EXHIBIT B

 

(Letterheadof Company)(Insert date)

 

Continental Stock Transfer& Trust Company17 Battery PlaceNew York, New York 10004Attn:  Steven Nelson

 

Re:  TrustAccount No. Termination Letter

 

Gentlemen:

 

Pursuantto the Investment Management Trust Agreement between Federal Services AcquisitionCorporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),dated as of October 19, 2005 (“Trust Agreement”), this is to advise you thatthe Board of Directors of the Company has voted to dissolve and liquidate theTrust Account. Attached hereto is a copy of the minutes of the meeting of theBoard of Directors of the Company relating thereto, certified by the Secretaryof the Company as true and correct and in full force and effect.

 

Inaccordance with the terms of the Trust Agreement, we hereby (a) certify to youthat, if applicable, the provisions of Section 11-51-302(6) and Rule 51-3.4 ofthe Colorado Statute have been met and (b) authorize you, to commenceliquidation of the Trust Account. In connection with this liquidation, you arehereby authorized to establish a record date for the purposes of determiningthe stockholders of record entitled to receive their per share portion of theTrust Account. The record date shall be within ten (10) days of the liquidationdate, or as soon thereafter as is practicable. You will notify the Company inwriting as to when all of the funds in the Trust Account will be available forimmediate transfer (“Transfer Date”) in accordance with the terms of the TrustAgreement and the Amended and Restated Certificate of Incorporation of theCompany. You shall commence distribution of such funds in accordance with theterms of the Trust Agreement and the Amended and Restated Certificate ofIncorporation of the Company and you shall oversee the distribution of thefunds. Upon the payment of all the funds in the Trust Account, the TrustAgreement shall be terminated.

 
|   | Very  truly yours,                          |
|--------|---------------------------------------------|
|   |                                        |
|   | FEDERAL  SERVICES ACQUISITION   CORPORATION |
|   |                                        |
|   | By:                                         |   |   |
|   |                                        |   |   |
|   | By:                                         |   |   |

 

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EXHIBITC

 
| **AUTHORIZED INDIVIDUAL(S) FOR   TELEPHONE CALL BACK**                                                                                     | ** ** | **AUTHORIZED TELEPHONE NUMBER(S)** |
|--------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|
|                                                                                                                                       |       |                               |
| Company:                                                                                                                                   |       |                               |
|                                                                                                                                       |       |                               |
| Federal  Services Acquisition Corporation  900 Third Avenue  33rd Floor  New York, New York 10022  Attn: Joel R. Jacks or Peter M. Schulte |       | (646)  403-9765                    |
|                                                                                                                                       |       |                               |
| Trustee:                                                                                                                                   |       |                               |
|                                                                                                                                       |       |                               |
| Continental  Stock Transfer  & Trust Company  17 Battery Place  New York, New York 10004  Attn: Steven G. Nelson, Chairman             |       | (212)  845-3201                    |

 

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